The claimant was a director of the respondent. On his dismissal, his share options were cancelled. He claimed this was in breach of his rights under the scheme. The company appealed a finding that they were so in breach. The scheme distinguished between mature options, those over three years old, and others, and also gave the directors discretion. The options had been cancelled before his resignation as director, but after his apparent dismissal from his employment. The scheme provided that the rights continued until his position as an officer of the company ceased. They were found to have behaved irrationally in cancelling the options, even though he might also be entitled to compensation under Italian law.
Held: The discretion to cancel the options existed for mature options also. Was the discretion exercised irrationally. Though given an absolute discretion, it was one to find the appropriate proportion. There was no evidence of it having been considered properly, and the discretion had been exercised irrationally.
Judges:
Lord Justice Waller, Lord Justice Rix, And, Mr Justice Wilson
Citations:
[2002] EWCA Civ 126, [2002] ICR 1045
Links:
Jurisdiction:
England and Wales
Cited by:
Cited – Tesco Stores Limited v Pook, Pook, Universal Projects (UK) Limited ChD 14-Apr-2003
A trustee in breach of his duty has a duty to disclose that breach. It was alleged that the defendants, including a director of the claimant, had submitted false invoices to the claimants, and purchased property with the resulting profits.
Cited – Commerzbank Ag v Keen CA 17-Nov-2006
The bank had sought summary dismissal of a claim for non-payment of bonuses to the claimant a former employee, and now appealed refusal of its request for summary dismissal, saying that the claim had no prospect of success. The claimant said that . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 29 June 2022; Ref: scu.167635